iMetals Supplier Terms

1 Introduction

1.1 Welcome to iMetals. The following Supplier Terms apply specifically to Suppliers. The Supplier Terms and other terms or policies referenced in these Supplier Terms form the Agreement between you, the Supplier and us, iMetals for the iMetals Services.

1.2 Before becoming a Supplier and using the iMetals Services, you:

(a) should read all of the terms in, and linked to, these Supplier Terms including the iMetals Privacy Notice; and

(b) must register a Supplier Account with us. Registering and Account is free.

1.3 By using the iMetals Services, you accept and agree to be bound by the Agreement the terms of which will apply whenever you use or receive any iMetals Services, or when you make a Listing or use the tools we make available to interact with any iMetals Services. If you have any questions, please contact [email protected].

2 Registration and Accounts

2.1 To become a Supplier you must register an Account with iMetals.

2.2 To register an Account you must:

(a) validly enter your email address, create a user ID, a password and all other information requested in the registration section of the iMetals Site; and

(b) signify your acceptance of the Agreement.

2.3 You must keep your Account password confidential. You are responsible for any activities or transactions made using your Account and we are not liable for any damage or loss which results from unauthorised access to your Account. You must immediately notify us of any unauthorised access or use of your Account of which you become aware via the ‘Contact Us’ section of the iMetals Site.

2.4 Your Account will allow you access to:

(a) view data showing the number of clicks received by your Listings and Products;

(b) advertising package offers; and

(c) such other information as may be made available from time to time by iMetals.

2.5 Your Account is not transferrable and you may only register one Account.

2.6 We reserve the right to cancel unconfirmed Accounts or Accounts that have been inactive for a long time.

2.7 You may close your iMetals account at any time, subject to:

(a) resolving any outstanding matters (such as a suspension or restriction on your Account); and

(b) paying any outstanding moneys owing to us.

3 Using iMetals

3.1 While using the iMetals Services, you will not:

(a) infringe any laws, third party rights or our policies;

(b) use any iMetals Services if you are not able to form legally binding contracts, are under the age of 18 or are suspended from using the iMetals Services;

(c) fail to deliver Products purchased from you, unless the Buyer fails to meet your terms or you cannot authenticate the buyer's identity;

(d) manipulate the price of any item or interfere with other Suppliers' Listings;

(i) distribute viruses or any other technologies that may harm iMetals or the interests or property of iMetals users;

(j) export or re-export any Products except in compliance with the export control laws of any relevant jurisdictions;

(k) copy, modify or distribute rights or content from the iMetals Services or iMetals' copyrights and trademarks; or

(l) harvest or otherwise collect information about users, including email addresses, without their consent.

3.2 If we think you are breaching these terms, creating problems or possible legal liabilities or infringing the intellectual property rights of third parties, without limiting other remedies, iMetals may:

(a) limit, suspend or terminate any iMetals Services or your access to or use of them and your Account;

(b) delay or remove Listings or any other hosted content; or

(c) take technical and legal steps to keep you off any iMetals Sites.

3.3 We reserve the right to modify or discontinue any iMetals Services at any time.

4 Fees and Services

4.1 Once you become a Supplier, iMetals will provide the iMetals Services.

4.2 iMetals charges the following fees for the use and supply of iMetals Services:

(a) Pay Per Click (PPC) is a fee paid by you for each time a person clicks on your Listing. The PPC rates are set out in the Fees Schedule;

(b) Order Processing Fee (OPF) being a percentage of the total invoice for your Products which are ordered and paid for by a Buyer through an iMetals Site. The OPF rates are set out in the Fees Schedule;

(c) Supplier Site Administration Fee (SSAF) which is a fee charged by iMetals for iMetals’ uploading, maintaining and updating your Listing with information provided by you such as product lists, photos, descriptions, pricing changes and such other information put onto an iMetals Site in connection with you or your Products. The SSAF fees are set out in the Fees Schedule.

(d) Internet Merchant Provider Fee (IMPF) being a percentage of the total invoice for your Products which are ordered and paid for by a buyers through an Internet Merchant Provider’s such as Paypal and NAB (National Australia Bank) Transact. The IMPF rates are set out in the Fees Schedule; and

(e) for any other services such as tailoring Listings for Products, such fees as agreed between the parties.

4.3 Our fees are charged and paid as follows:

(a) PPC is invoiced to you at the end of each month for all clicks on your Listings in that month;

(b) OPF is charged on a per transaction basis and you authorise us to collect from the Buyer and deduct the OPF from the funds we receive from the Buyer for your Products and, subject to any other deductions we are entitled to make under the Agreement, we will remit the remaining funds received from the Buyer to you;

(c) SSAF will be billed at the end of the month in which any SSAF’s are incurred.

(d) IMPF will be billed at the end of the month in which any IMPF’s are incurred; and

(e) all other fees will be invoiced as determined by iMetals.

4.4 Unless otherwise stated on an invoice all invoices issued by us are payable within thirty (30) days of the date of the invoice.

4.5 Our Fees Schedule may be changed by us from time to time. Changes to that schedule are effective after we provide you with at least fourteen (14) days’ notice by posting the changes on the iMetals Site.

4.6 Unless otherwise stated, all fees are quoted in Australian Dollars. You are responsible for paying all fees and applicable taxes charged under this Agreement in a timely manner with a valid payment method.

4.7 If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. This includes charging other payment methods on file with us, retaining collection agencies and legal counsel and, for accounts over 90 days past due, you authorise us to deduct, in addition to OPF’s, those overdue moneys from the money we receive from a Buyer for your Products.

4.8 If iMetals is not paid for any Services on the due date for payment, without prejudice to any other right or remedy:

(a) iMetals may refuse to supply any further iMetals Services, until satisfactory payment is received in full;

(b) all outstanding money carries interest on daily balances until paid at a rate of interest per annum equal to 3% in excess of the interest rate charged by iMetals’ principal bankers on overdraft accounts for sums up to $100,000.00 Australian dollars; and

(c) iMetals may recover the outstanding money together with all interest forthwith from you as a liquidated debt in a court of tribunal of competent jurisdiction irrespective of any claim you may have against iMetals for any thing or matter related to the iMetals Services.

5 Listings and Content

5.1 By listing an item on an iMetals Site, you agree to pay iMetals’ fees, assume full responsibility for the content of the Listing and Products offered and accept the following listing conditions:

(a) your Listing will be shown on the iMetals Site in a standard format as determined by iMetals and all information for upload must be provided to iMetals using and in the form required in the Listing Template [hyperlink to template];

(b) iMetals reserves the right to refuse a Listing or any Product for placement in a Listing in its absolute discretion;

(c) the prices for Products in your Listings must contain all relevant taxes (including any value added tax, consumption tax etc) which will be charged to a Buyer on the sale of your Products;

(d) shipping charges for parcels:

(i) which are not Oversized Shipments and able to be delivered to the Buyer’s nominated delivery point, will automatically be calculated by the iMetals Sites and added to a Buyer’s order; and

(ii) which are Oversized Shipments, the iMetals Sites have the ability to calculate estimated freight costs based on weight, however, this will be a guide only and you must provide the Buyer with the shipping costs which must be accepted by the Buyer before an order for Products is accepted;

(e) for Buyer’s wanting Products delivered outside of your nominated delivery areas, the iMetals Sites will not display or calculate shipping for those Products, making them unavailable for purchase by such Buyer’s;

(f) you must provide all specifications, third party certifications and data sheets relevant to your Products and also to Buyers with the Products sold to them;

(g) when you list an item on iMetals’s Sites, your Listing will be posted on iMetals’s sites and can be viewed at www.imetals.com.au;

(h) your Listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances); and

(i) where your Listing appears in search and browse results may be based on certain factors including listing format, title, keywords, price, location and postage cost.

5.2 You warrant any content you provide to us does not infringe the intellectual property rights of third parties and while iMetals may upload your content to the Listing, you alone, and not iMetals, are responsible for ensuring that your Listing is accurate, not misleading in any way and that it and any selling or other activities conducted by you on any iMetals Site is lawful. You must ensure that you comply with all applicable laws in Australia and other countries that may apply.

5.3 When you give us content for placing in your Listing, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise any and all copyright, trademark, publicity and database rights (but no other rights) you have in the content, in any media known now or in the future.

5.4 For your convenience, we may offer catalogues of stock images, descriptions and product specifications that are provided by third parties (including iMetals users). You may use catalogue content solely in connection with your iMetals listings during the time your listings are on iMetals’ Sites.

5.5 While we try to offer reliable data, we cannot guarantee the catalogues will always be accurate and up-to-date, and you agree not to hold our catalogue content providers or us responsible for inaccuracies in catalogues.

5.6 If you choose to include catalogue content in your Listings, you continue to be fully responsible for your Listings and for ensuring that your Listings are accurate, do not include misleading information and comply with this Agreement.

5.7 The catalogues may include copyrighted, trademarked or other proprietary materials and you must not remove any copyright, proprietary or identification markings included with the catalogues or create any derivative works based on catalogue content other than by including them in your Listings.

6 Trading on iMetals

6.1 While we strive to maintain a safe trading environment you accept there are risks when trading online and using iMetals Sites, including dealing with underage or fraudulent persons.

6.2 You will not hold iMetals responsible for any Buyer’s other Suppliers’ content, actions or inactions or Products they list.

6.3 You acknowledge:

(a) each iMetals Site is a venue allowing anyone to offer, sell, and buy Products, at any time, from anywhere;

(b) we are not a seller of your Products;

(c) we are not involved in the actual transaction between you and Buyers;

(d) we have no control over and do not guarantee the:

(i) quality, safety or legality of any Products advertised by any other Supplier;

(ii) truth or accuracy of any Suppliers’ content or Listings; or

(iii) ability for you to sell and Products or any type or volume of Products.

6.4 Once iMetals confirms to you a Buyer’s order and receipt of payment, you and the Buyer create a legally binding contract with each other and for this purpose only iMetals acts as your agent.

6.5 You must ensure that you comply with your obligations to the Buyer and are aware of and comply with any laws relevant to you as a seller and the Products you sell including complying with all laws and regulations applicable to the sale and delivery of items to international Buyers.

6.6 If a Buyer breaches any obligation to you, you – not iMetals – are responsible for enforcing any rights that you may have.

6.7 We do not take ownership of the Products you sell at any time and do not transfer legal ownership of items from you to the Buyer.

6.8 We cannot guarantee continuous or secure access to the iMetals Services and their operation may be interfered with by numerous factors outside of our control.

7 Disclaimer Of Warranties and Limitation of Liability

7.1 The iMetals Services and all information, content, materials, Products and other services included on or otherwise made available to you through an iMetals Site are provided by iMetals on an “as is” and “as available” basis, unless otherwise specified in writing.

7.2 iMetals makes no representations or warranties of any kind, express or implied, as to the operation of the iMetals Services, or the information, content, materials, Products or other services included on or otherwise made available to you through the iMetals Services, unless otherwise specified in writing.

7.3 You expressly agree that your use of the iMetals Services is at your sole risk.

7.4 To the full extent permissible by law, iMetals disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

7.5 iMetals does not warrant that the iMetals Services, information, content, materials, Products or other services included on or otherwise made available to you through any iMetals Site or iMetals Services, iMetals’ servers or electronic communications sent from iMetals are free of viruses or other harmful components.

7.6 To the full extent permissible by law, iMetals is not be liable for any damages of any kind arising from the use of any iMetals Service, or from any information, content, materials, Products or other services included on or otherwise made available to you through any iMetals Service or iMetals Site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.

7.7 To the extent iMetals is able to limit remedies available under this Agreement, iMetals expressly limits its liability for breach of a non-excludable statutory guarantee to the following remedies:

(a) the supply of the iMetals Services again; or

(b) the payment of the cost of having the iMetals Services supplied again.

8 Your Obligations and Warranties

8.1 You warrant:

(a) all Products in your Listing:

(i) are and will be manufactured in accordance with current and any future variations or updates to ISO 9001 standard;

(ii) are fit for the purpose for which they are manufactured;

(iii) are new and of merchantable quality;

(iv) do not infringe the intellectual property rights of any third party; and

(v) comply with all laws as applicable; and

(b) any Products in your Listing which are being sold by reference to meeting any third party standards, such as but not limited to DNV GL and BV Lloyds, are made in accordance with those standards; and

(c) you have and will maintain at all time a minimum accreditation of current ISO 9001 and any future variations or updates to ISO 9001 and will permit our representatives access to your facilities to undertake an audit of your manufacturing and warehousing facilities to ensure compliance with such standards.

8.2 You will as soon as practicable notify us of:

(a) any change in the price;

(b) withdrawal from sale for any reason;

(c) loss of any third party certification; or

(d) discontinuance

of a Product.

8.3 You must maintain and provide on our or a Buyer’s request all test certificates, third party certifications and ISO certifications in relation to each Product to ensure full material traceability.

9 Release

If you have a dispute with one or more Buyers, you release us (and our officers, directors, agents, subsidiaries, joint venturers and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

10 Breach

10.1 Without limiting other remedies available to iMetals at law, in equity or under this Agreement, we may, without notice to you and in our sole discretion (which shall be exercised reasonably, having regard to the circumstances), delay your Listings, issue you a warning, restrict your activities through any iMetals Site (including but not limited to selling activities), temporarily suspend, indefinitely suspend or terminate your Account and refuse to provide the iMetals Services to you if:

(a) you have, or we believe that you have, breached this Agreement;

(b) we are unable to verify or authenticate any information you provide to us;

(d) if we reasonably believe that any of your information (which includes an item listed on an iMetals Site) is inappropriate or of an offensive nature; or

(e) have not paid any money you owe to us by the due date for payment.

11 Returns, Refunds and Cancellations

11.1 Unless otherwise agreed between you and iMetals, any return of Products must be handled directly between you and the Buyer.

11.2 If iMetals receives a request from a Buyer to return Products for any reason it will:

(a) Provide you with a copy of the Buyer’s request; and

(b) advise the Buyer to contact you directly and will provide the Buyer with relevant contact information for that purpose.

11.3 Where you and the Buyer agree to a refund for the Products or the cancellation of a Buyer’s order, this is entirely at your cost and you are not entitled to any refund of the OPF charged by iMetals with regards to the transaction for the Products to which a refund or cancellation relates unless otherwise agreed by iMetals.

12 Privacy

12.1 We do not provide your personal information to third parties for their marketing purposes without your explicit consent.

12.2 We use your information only as described in the iMetals Privacy Notice.

12.3 We view protection of users’ privacy as a very important obligation and store and process your information on computers that are protected by physical as well as technological security devices.

12.4 You can access and modify the information you provide us and choose not to receive certain communications by signing in to your Account. For a complete description of how we use and protect your personal information, see the iMetals Privacy Notice. If you object to your information being transferred or used in this way please do not use the iMetals Services.

12.5 If iMetals provides you with information about another user you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent or distribute a user’s information to a third party for purposes unrelated to the iMetals Services and the sale of your Products on an iMetals Site. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

13 Indemnity

You indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the iMetals Services.

14 No Agency

Unless otherwise expressly stated in these terms, iMetals is not your agent for any purpose in relation to this Agreement or your use of the iMetals Services.

15 Notices

15.1 Legal notices must be served on iMetals’ agent (in the case of iMetals) or to the email address you provide to iMetals during the Account registration process (in your case). Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.

16 Legal Disputes

If a dispute arises between you and iMetals, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. We strongly encourage you to first contact [email protected] to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

17 Law and forum for legal disputes

This Agreement will be governed in all respects by the laws of New South Wales. We encourage you to try and resolve disputes using certified mediation. If a dispute cannot be resolved then you and iMetals irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

18 General

18.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in effect.

18.2 In our sole discretion, we may assign our rights and obligations under this Agreement to another entity.

18.3 Headings are for reference purposes only and do not form part of this Agreement.

18.4 Our failure to act on a breach by you or others doesn’t waive our right to act on subsequent or similar breaches.

18.5 We may amend this Agreement at any time by posting the amended terms on www.iMetals.com.au or by notifying you through the email address linked to your Account. Except as stated elsewhere, all amended terms will automatically be effective 30 days after they are initially posted. If you do not accept the changes you should close your Account in accordance with clause 2.7.

18.6 This Agreement contains the entire understanding and agreement between you and iMetals.

means the iMetals privacy notice [create hyperlink] as amended from time to time.

iMetals Services

means iMetals provision of:

(a) any iMetals Site which functions as an on-line marketplace allowing the viewing, comparison and sale of Products by Suppliers to Buyers;

(b) sales transaction management services including order handling, notification and payment processing; and

(c) management of Supplier data and information for Supplier Listings on any iMetals Site.

iMetals Site

means the website located at the domain www.imetals.com.au or such other domains which may be established by iMetals from time to time for the provision of the iMetals Services.

Listing

means a listing consisting of some or all of the Supplier’s name, trademark, address, contact details, Products and pricing.

Listing Template

means a template provided by iMetals to the Supplier in which the Supplier provides information for uploading onto iMetals Sites.

Oversized Shipment

means a shipment designated as such by the iMetals Site.

Product

means any good or service listed on an iMetals Site for sale by a Supplier.

Supplier

means a person who has an account with iMetals and lists and sells Products on any iMetals Site.

Supplier Terms

means the terms contained in this document which apply to Suppliers.

Schedule 1 Fee Schedule

Fee Type

Calculation Method

PPC

$AUD0.04 per click

OPF

2.4% of the value of each transaction where a Buyer has ordered and paid for Supplier’s Products through an iMetals Site.

SSAF

You get one free updating and maintenance of your Listing (including Supplier data upload) per month (non-cumulative) after which time iMetals will charge an SSAF AUD$400 for each further Listing maintenance service it provides.

IMPF

Australian buyers: 2.6% of the value of each transaction where a buyer has ordered and paid for Supplier’s Products through Paypal

International buyers: 3.6% of the value of each transaction where a buyer has ordered and paid for Supplier’s Products through Paypal

All buyers; Visa, Mastercard and American Express: 1.5% of the value of each transaction where a buyer has ordered and paid for Supplier’s Products through NAB (National Australia Bank) Transact.